1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 20, 2000
REGISTRATION NUMBER 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CAL DIVE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 95-3409686
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
400 N. SAM HOUSTON PARKWAY E., SUITE 400
HOUSTON, TEXAS 77060
(281) 618-0400
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
ANDREW C. BECHER
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
CAL DIVE INTERNATIONAL, INC.
400 N. SAM HOUSTON PARKWAY E., SUITE 400
HOUSTON, TEXAS 77060
(281) 618-0400
(Name, address, including zip code, and telephone number including area code, of
agent for service)
Copy to:
ARTHUR H. ROGERS
FULBRIGHT & JAWORSKI L.L.P.
1301 MCKINNEY, SUITE 5100
HOUSTON, TEXAS 77010-3095
(713) 651-5421
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this registration statement becomes effective, subject to market
conditions and other factors.
If the only Securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the Securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than Securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional Securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
- ---------------
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
- ---------------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------
Common Stock, no par value.......... 4,300,000 Shares $49.50 $212,850,000 $56,192.40
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
(1) Estimated pursuant to Rule 457(c) for the purpose of calculating the
registration fee based on the average of the high and low reported prices on
July 17, 2000, as reported on the Nasdaq National Market. Includes shares of
common stock that may be sold by selling shareholders.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE
MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS
NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO
BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS PROHIBITED.
SUBJECT TO COMPLETION, DATED JULY 20, 2000
PROSPECTUS
[LOGO]
4,300,000 SHARES OF COMMON STOCK
This prospectus relates to the common stock, no par value, of Cal Dive
International, Inc.
We will provide the specific terms of the common stock offerings in
supplements to this prospectus. This prospectus may not be used to sell common
stock unless it is accompanied by a prospectus supplement.
We may also allow selling shareholders, including our largest stockholder
Coflexip S.A., to offer and sell common stock under this prospectus.
Our common stock is quoted on the Nasdaq National Market under the symbol
"CDIS."
YOU SHOULD CAREFULLY REVIEW AND CONSIDER THE INFORMATION UNDER THE HEADING
"RISK FACTORS" IN THE APPLICABLE PROSPECTUS SUPPLEMENT AND UNDER THE HEADING
"FACTORS INFLUENCING FUTURE RESULTS AND ACCURACY OF FORWARD LOOKING INFORMATION"
IN CAL DIVE'S LATEST ANNUAL REPORT ON FORM 10-K INCORPORATED BY REFERENCE IN
THIS PROSPECTUS BEFORE INVESTING IN OUR COMMON STOCK.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
, 2000
3
CONTENTS
About this Prospectus....................................... 1
About Cal Dive.............................................. 1
Risk Factors................................................ 2
Use of Proceeds............................................. 2
Description of Capital Stock................................ 3
Selling Shareholders........................................ 6
Plan of Distribution........................................ 7
Legal Matters............................................... 8
Experts..................................................... 8
Where You Can Find More Information......................... 9
Incorporation of Certain Documents by Reference............. 9
i
4
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we have filed with
the Securities and Exchange Commission using a "shelf" registration process.
Under the shelf process, we may offer common stock in one or more offerings, and
certain third parties may sell common stock under this prospectus, up to a total
of 4,300,000 shares. The third parties include our largest stockholder Coflexip
S.A., which may exercise certain demand registration rights to sell common
stock, should Coflexip decide to sell some or all of its shares.
This prospectus provides you with a general description of common stock
that may be offered. Each time we use this prospectus to offer common stock, we
will provide a prospectus supplement that will contain specific information
about the terms of that offering. The prospectus supplement may also add, update
or change information contained in this prospectus.
Any selling shareholders will be identified, and the number of shares of
common stock to be offered by them will be specified, in a supplement to this
prospectus. We will not receive proceeds from any sale of common stock by
selling shareholders.
We may offer the common stock in amounts, at prices and on terms determined
at the time of each offering. We may sell the common stock directly to you,
through agents we select, or through underwriters and dealers we select. If we
use agents, underwriters or dealers to sell the common stock, we will name them
and describe their compensation in a prospectus supplement.
Please carefully read this prospectus and the prospectus supplement
together with the additional information described under the heading "Where You
Can Find More Information".
ABOUT CAL DIVE
We are a leading subsea development contractor providing services from the
shallowest to the deepest waters in the Gulf of Mexico. Over three decades, we
have earned a reputation for innovation both in partnering with our customers
and in underwater construction techniques and equipment. With a diversified
fleet of 14 vessels along with barges available under an alliance with Horizon
Offshore, Inc., our work covers the life of an offshore natural gas or oil
field. Through one of our subsidiaries, Energy Resource Technology, Inc.
("ERT"), we acquire mature offshore properties to provide a cost effective
alternative to the decommissioning process. Our customers include major and
independent natural gas and oil producers, pipeline transmission companies and
offshore engineering and construction firms.
In Gulf water depths greater than 1,000 feet, we are a leader in solving
technological challenges encountered in the "Deepwater". Many of our Deepwater
projects involve unique techniques or technologies we developed. With five
Deepwater-capable vessels, we have a technically diverse fleet for the delivery
of these subsea solutions. In 1999, at an estimated cost of $150 million, we
began construction of our newest and most advanced Deepwater vessel, the Q4000.
This vessel incorporates our latest technologies and elements of its design are
patented. We have also formed alliances with other offshore service and
equipment providers and customers which enhance our ability to provide full
field and life of field services. Recently, we acquired a 20% working interest
in a Gulf Deepwater oil and natural gas exploration project in partnership with
Kerr-McGee Oil & Gas Corporation, the operator. Consistent with the Company's
philosophy of avoiding exploratory risk, financing for the exploratory costs is
being provided by an investment partnership, the investors of which are Cal Dive
senior management. Once the decision has been made to begin development, Cal
Dive has the right to participate in field development planning and funding and
will collaborate with the working interest owners in the execution of subsea
construction work. This project is an extension of our new Deepwater strategy of
securing utilization for our subsea assets by partnering with our customers.
In shallow water depths up to 1,000 feet, we are a dominant provider of
services which include air and saturation diving. Thirteen of our vessels
perform these services, four of which support saturation diving. In 1999, we
doubled the size and management strength of our shallow dive operations by
1
5
purchasing the shares of Aquatica, Inc. we did not already own. We also
completed five projects involving shallow water full-field development bringing
new wells online at a lower cost and on an accelerated time frame as short as 17
weeks.
We are a leader in the operation and decommissioning of mature oil and gas
properties in the shallow water Gulf of Mexico. Our salvage assets were
essentially fully utilized in 1998 and 1999, despite weak markets. Through our
subsidiary ERT, we are one of few companies with the combined attributes of
financial strength, reservoir engineering, operations expertise and
company-owned salvage assets that is acquiring and operating mature properties
in the Gulf of Mexico. In 1999, ERT doubled the number of offshore properties it
leases and increased production levels 82% over 1998.
The address of our principal executive office is 400 N. Sam Houston Parkway
E., Suite 400, Houston, Texas 77060, and our telephone number is (281) 618-0400.
In this prospectus, references to "Cal Dive", "CDI", "we", "us", and "our" each
refers to Cal Dive International, Inc. and, unless otherwise stated, our
subsidiaries.
RISK FACTORS
Before investing in our common stock, you should carefully review and
consider the information under the heading "Risk Factors" in the applicable
prospectus supplement and under the heading "Factors Influencing Future Results
and Accuracy of Forward Looking Information" in Cal Dive's latest Annual Report
on Form 10-K incorporated by reference in this prospectus.
USE OF PROCEEDS
Except as we may describe in a prospectus supplement, we will use the net
proceeds, if any, from any sale of the common stock covered by this prospectus
for the purchase of vessels or offshore properties and other general corporate
purposes, such as working capital, investment in subsidiaries or the retirement
of existing debt. We may also invest the proceeds in certificates of deposit,
United States government securities or certain other interest bearing securities
until they are used for such purposes.
The exact amounts to be used and when the net proceeds will be applied to
general corporate purposes will depend on a number of factors, including our
funding requirements and the availability of alternative funding sources. We
routinely review acquisition opportunities; however, we do not currently have
any acquisitions under contract. We will disclose in a prospectus supplement any
future proposal to use net proceeds from an offering of our common stock to
finance any specific acquisition, if applicable.
We will not receive any proceeds from any sale of shares of our common
stock by selling shareholders.
2
6
DESCRIPTION OF CAPITAL STOCK
CDI's amended and restated articles of incorporation provide for authorized
capital stock of 60,000,000 shares of common stock, of which 15,731,024 shares
were issued and outstanding on July 18, 2000, and 5,000,000 shares of preferred
stock, of which no shares are issued and outstanding. The following summary
description of our capital stock is qualified in its entirety by reference to
the articles of incorporation and our amended and restated bylaws, a copy of
each of which is filed as an exhibit to the registration statement of which this
prospectus forms a part.
COMMON STOCK
The holders of common stock are entitled to one vote for each share on all
matters voted on by shareholders, and except as otherwise required by law or as
provided in any resolution adopted by the board of directors with respect to any
series of preferred stock, the holders of shares of common stock exclusively
possess all voting power.
Subject to any preferential rights of any outstanding series of preferred
stock created by the board of directors from time to time, the holders of common
stock are entitled to such dividends as may be declared from time to time by the
board of directors from funds available therefor, and upon liquidation will be
entitled to receive pro rata all assets of CDI available for distribution to
such holders. The common stock is not convertible or redeemable and there are no
sinking fund provisions therefor. Holders of the common stock are not entitled
to any preemptive rights except under the Shareholders Agreement.
PREFERRED STOCK
The board of directors of CDI, without any action by our shareholders, is
authorized to issue up to 5,000,000 shares of preferred stock, in one or more
series and to determine the voting rights, preferences as to dividends and
assets in liquidation and the conversion and other rights of each such series.
There are no shares of preferred stock outstanding. See "-- Certain
Anti-takeover Provisions" with regard to the effect that the issuance of
preferred stock might have on attempts to take over CDI.
REGISTRATION RIGHTS
CDI has entered into a 1997 Registration Rights Agreement (the
"Registration Rights Agreement") with Coflexip S.A. pursuant to which Coflexip
S.A. is entitled to certain rights with respect to the registration of such
shares under the Securities Act. Under the Registration Rights Agreement,
Coflexip has demand registration rights. The Registration Rights Agreement
further provides that if CDI proposes to register any of its securities under
the Securities Act, Coflexip S.A. is entitled to include shares of our common
stock owned by it in such offering provided, among other conditions, that the
underwriters of any offering have the right to limit the number of such shares
included in such registration.
CERTAIN ANTI-TAKEOVER PROVISIONS
The articles of incorporation and bylaws contain a number of provisions
that could make the acquisition of CDI by means of a tender or exchange offer, a
proxy contest or otherwise more difficult. The description of those provisions
set forth below is intended to be only a summary and is qualified in its
entirety by reference to the pertinent sections of the articles of incorporation
and the bylaws, copies of which are filed as exhibits to the registration
statement of which this prospectus forms a part.
Classified Board of Directors; Removal of Directors. CDI's directors are
currently divided into three classes, only one class of which is subject to
re-election in any given year. The classification of directors will have the
effect of making it more difficult for shareholders to change the composition of
the board of directors. At least two annual meetings of shareholders generally
will be required to effect a change in a majority of the board of directors.
Such a delay may help ensure that CDI's directors, if confronted by a
shareholder attempting to force a proxy contest, a tender or exchange offer or
an extraordinary corporate
3
7
transaction, would have sufficient time to review the proposal as well as any
available alternatives to the proposal and to act in what they believe to be the
best interest of the shareholders. The classification provisions will apply to
every election of directors, however, regardless of whether a change in the
composition of the board of directors would be beneficial to CDI and its
shareholders and whether a majority of our shareholders believes that such a
change would be desirable.
The articles of incorporation provide that directors of CDI may only be
removed by the affirmative vote of the holders of 68% of the voting power of all
of the then outstanding shares of stock entitled to vote generally in the
election of directors (the "Voting Stock").
The classification provisions could also have the effect of discouraging a
third party from initiating a proxy contest, making a tender or exchange offer
or otherwise attempting to obtain control of CDI, even though such an attempt
might be beneficial to CDI and its shareholders. These provisions could thus
increase the likelihood that incumbent directors will retain their positions. In
addition, the classification provisions may discourage accumulations of large
blocks of our common stock that are effected for purposes of changing the
composition of the board of directors. Accordingly, shareholders could be
deprived of certain opportunities to sell their shares of common stock at a
higher market price than might otherwise be the case.
Preferred Stock. The articles of incorporation authorize the board of
directors to establish one or more series of preferred stock and to determine,
with respect to any series of preferred stock, the terms and rights of such
series, including:
- the designation of the series,
- the number of shares of the series, which number the board may thereafter
(except where otherwise provided in the certificate of designation)
increase or decrease (but not below the number of shares thereof then
outstanding),
- whether dividends, if any, will be cumulative or noncumulative and the
dividend rate of the series,
- the dates at which dividends, if any, will be payable,
- the redemption rights and price or prices, if any, for shares of the
series,
- the terms and amounts of any sinking fund provided for the purchase or
redemption of shares of the series,
- the amounts payable on shares of the series in the event of any voluntary
or involuntary liquidation, dissolution or winding up of the affairs of
CDI,
- whether the shares of the series will be convertible into shares of any
other class or series, or any other security, of CDI or any other
corporation, and, if so, the specification of the other class or series
or the other security, the conversion price or prices or rate or rates,
any adjustments thereof, the date or dates as of which such shares shall
be convertible and all of the terms and conditions upon which such
conversion may be made,
- restrictions, if any, on the issuance of shares of the same series or of
any other class or series, and
- voting rights, if any, of the shareholders of such series, which may
include the right of such shareholders to vote separately as a class on
any matter.
We believe that the ability of the board of directors to issue one or more
series of preferred stock will provide us with flexibility in structuring
possible future financings and acquisitions and in meeting other corporate needs
which might arise. The authorized shares of preferred stock, as well as shares
of common stock, will be available for issuance without further action by our
shareholders, unless that action is required by applicable law or the rules of
any stock exchange or automated quotation system on which CDI's securities may
be listed or traded.
4
8
Although the board of directors has no intention at the present time of
doing so, it could issue a series of preferred stock that, depending on the
terms of such series, might impede the completion of a proxy contest, merger,
tender or exchange offer or other attempt to obtain control of CDI. The board of
directors will make any determination to issue such shares based on its judgment
as to the best interests of CDI and its shareholders. The board of directors, in
so acting, could issue preferred stock having terms that could discourage an
acquisition attempt through which an acquiror may be otherwise able to change
the composition of the board of directors, including a tender or exchange offer
or other transaction that some, or a majority, of our shareholders might believe
to be in their best interests or in which shareholders might receive a premium
for their stock over the then current market price of such stock.
No Shareholder Action by Written Consent; Special Meetings. The articles of
incorporation and bylaws provide that shareholder action can be taken only at an
annual or special meeting of shareholders and prohibit shareholder action by
written consent in lieu of a meeting. The bylaws provide that special meetings
of shareholders can be called only upon a written request by the chief executive
officer or a majority of the members of the board of directors. Shareholders are
not permitted to call a special meeting or to require that the board of
directors call a special meeting.
The provisions of the articles of incorporation and the bylaws prohibiting
shareholder action by written consent may have the effect of delaying
consideration of a shareholder proposal, including a shareholder proposal that a
majority of shareholders believes to be in the best interest of CDI, until the
next annual meeting unless a special meeting is called. These provisions would
also prevent the holders of a majority of the voting stock from unilaterally
using written consents to take shareholder action. Moreover, a shareholder could
not force shareholder consideration of a proposal over the opposition of the
board of directors by calling a special meeting of shareholders prior to the
time a majority of the board of directors believes such consideration to be
appropriate.
Amendment of Certain Provisions of the Articles of Incorporation and
Bylaws. Under the Minnesota Business Corporation Act (the "MBCA"), the
shareholders have the right to adopt, amend or repeal the bylaws and, with the
approval of the board of directors, the articles of incorporation. The articles
of incorporation provide that the affirmative vote of the holders of at least
80% of the voting power of the then outstanding shares of Voting Stock, voting
together as a single class, and in addition to any other vote required by the
articles of incorporation or bylaws, is required to amend provisions of the
articles of incorporation or bylaws relating to:
- the prohibition of shareholder action without a meeting,
- the prohibition of shareholders calling a special meeting,
- the number, election and term of CDI's directors,
- the removal of directors or
- fixing a quorum for meetings of shareholders.
The vote of the holders of a majority of the voting power of the then
outstanding shares of Voting Stock is required to amend all other provisions of
the articles of incorporation. The bylaws further provide that the bylaws may be
amended by the board of directors. These super-majority voting requirements will
have the effect of making more difficult any amendment by shareholders of the
bylaws or of any of the provisions of the articles of incorporation described
above, even if a majority of CDI's shareholders believes that such amendment
would be in their best interests.
Anti-takeover Legislation. As a public corporation, CDI will be governed by
the provisions of Section 302A.673 of the MBCA. This anti-takeover provision may
eventually operate to deny shareholders the receipt of a premium on their common
stock and may also have a depressive effect on the market price of our common
stock. Section 302A.673 prohibits a public corporation from engaging in a
"business combination" with an "interested shareholder" for a period of four
years after the date of the transaction in which the person became an interested
shareholder, unless the business combination is approved by a
5
9
committee of all of the disinterested members of the board of directors of CDI
before the interested shareholder's share acquisition date. Coflexip S.A. is
excluded from this prohibition pursuant to a written agreement with CDI. A
"business combination" includes mergers, asset sales and other transactions. An
"interested shareholder" is a person who is the beneficial owner of 10% or more
of the corporation's Voting Stock. Reference is made to the detailed terms of
Section 302A.673 of the MBCA.
LIMITATION ON DIRECTORS' LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS
The articles of incorporation contain a provision that eliminates, to the
extent currently allowed under the MBCA, the personal monetary liability of a
director to CDI and its shareholders for breach of fiduciary duty of care as a
director, except in certain circumstances. If a director were to breach such
fiduciary duty of care in performing duties as a director, neither CDI nor its
shareholders could recover monetary damages from the director, and the only
course of action available to CDI's shareholders would be equitable remedies,
such as an action to enjoin or rescind a transaction involving a breach of the
fiduciary duty of care. To the extent certain claims against directors are
limited to equitable remedies, this provision of the articles of incorporation
may reduce the likelihood of derivative litigation and may discourage
shareholders or management from initiating litigation against directors for
breach of their fiduciary duty of care. Additionally, equitable remedies may not
be effective in many situations. If a shareholder's only remedy is to enjoin the
completion of the board of directors' action, this remedy would be ineffective
if the shareholder does not become aware of a transaction or event until after
it has been completed. In such a situation, such shareholder would not have
effective remedy against the directors.
Our bylaws require us to indemnify directors and officers to the fullest
extent permitted under Minnesota law. The MBCA provides that a corporation
organized under Minnesota law shall indemnify any director, officer, employee or
agent of the corporation made or threatened to be made a party to a proceeding,
by reason of the former or present official capacity (as defined in the MBCA) of
the person, against judgments, penalties, fines, settlements and reasonable
expenses incurred by the person in connection with the proceedings if certain
statutory standards are met. "Proceeding" means a threatened, pending or
completed civil, criminal, administrative, arbitration or investigative
proceeding, including one by or in the right of the corporation. Section
302A.521 contains detailed terms regarding such rights of indemnification and
reference is made thereto for a complete statement of such indemnification
rights.
All of the foregoing indemnification provisions include statements that
such provisions are not to be deemed exclusive of any other right to indemnity
to which a director or officer may be entitled under any bylaw, agreement, vote
of shareholders or disinterested directors or otherwise.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for our common stock is Norwest Bank
Minnesota, N.A.
SELLING SHAREHOLDERS
In addition to covering the offering of common stock by us, this prospectus
covers the offering for resale of common stock by selling shareholders. This
includes shares owned by our largest shareholder Coflexip S.A., should Coflexip
S.A. decide to sell some or all of its shares. The applicable prospectus
supplement will set forth, with respect to each selling shareholder,
- the name of the selling shareholder,
- the nature of any position, office or other material relationship which
the selling shareholder will have had during the prior three years with
Cal Dive or any of its predecessors or affiliates,
- the number of shares of common stock owned by the selling shareholder
prior to the offering,
6
10
- the number of shares to be offered for the selling shareholder's account
and
- the number of shares and (if one percent or more) the percentage of
common stock to be owned by the selling shareholder after completion of
the offering.
The selling shareholders may include or consist of, from time to time, such
underwriters and/or other persons with whom we may enter into standby
arrangements from time to time as described under "Plan of Distribution".
PLAN OF DISTRIBUTION
DISTRIBUTIONS BY CAL DIVE
We may sell common stock to one or more underwriters for public offering
and sale by them. We also may sell common stock directly to investors or to
other purchasers or through dealers or agents. We will name any underwriter,
dealer or agent involved in the offer and sale of the common stock in the
applicable prospectus supplement.
We may distribute common stock from time to time in one or more
transactions at a fixed price or prices, which may be changed, or at market
prices prevailing at the time of sale, at prices related to those prevailing
market prices or at negotiated prices. We may sell common stock under this
prospectus from time to time in one or more transactions on the Nasdaq National
Market or in negotiated transactions or a combination of these methods.
In connection with distributions of common stock, we may enter into hedging
transactions with broker-dealers through which those broker-dealers may sell
common stock registered hereunder in the course of hedging, through short sales,
the positions they assume with us.
In connection with the sale of common stock, we may compensate
underwriters, dealers or agents or purchasers of common stock may compensate
their agents, in the form of discounts, concessions or commissions. Underwriters
may sell common stock to or through dealers, and the dealers may receive
compensation in the form of discounts, concessions or commissions from the
underwriters and/or commissions from the purchasers for whom they may act as
agents. Underwriters, dealers and agents that participate in a distribution of
common stock may be deemed to be underwriters, and any discounts or commissions
received by them from us (along with any profit on the resale of common stock by
them) may be deemed to be underwriting discounts and commissions under the
Securities Act. Any such underwriter, dealer or agent will be identified, and
any such compensation we pay will be described, in the applicable prospectus
supplement. Unless otherwise indicated in the applicable prospectus supplement,
any agent will be acting on a best efforts basis and any dealer will purchase
common stock as a principal, and may then resell that common stock at varying
prices to be determined by the dealer.
We may enter into agreements to provide indemnification and contribution to
underwriters, dealers and agents who participate in a distribution of common
stock against certain civil liabilities, including liabilities under the
Securities Act, and to reimburse those underwriters, dealers and agents for
certain expenses.
If we so indicate in the applicable prospectus supplement, we will
authorize agents and underwriters or dealers to solicit offers by certain
purchasers to purchase offered common stock from us, at the public offering
price set forth in the applicable prospectus supplement, pursuant to delayed
delivery contracts providing for payment and delivery on a specified date in the
future. These contracts will be subject only to those conditions set forth in
the applicable prospectus supplement, and the applicable prospectus supplement
will set forth the commission payable for solicitation of offers.
Certain underwriters, dealers or agents and their associates may engage in
transactions with and perform services for us in the ordinary course of
business.
7
11
DISTRIBUTION BY SELLING SHAREHOLDERS
Selling shareholders may distribute common stock from time to time in one
or more transactions (which may involve block transactions) on the Nasdaq
National Market, in the over-the-counter market, in transactions otherwise than
on the Nasdaq National Market or in the over-the-counter market or in a
combination of any of these transactions. Selling shareholders may sell common
stock at market prices prevailing at the time of sale, at prices related to the
prevailing market prices, at negotiated prices or at fixed prices. The selling
shareholders may from time to time offer their common stock through
underwriters, brokers, dealers or agents, who may receive compensation in the
form of underwriting discounts, commissions or concessions from the selling
shareholders and/or the purchasers of the common stock for whom they act as
agent. From time to time the selling shareholders may engage in short sales,
short sales against the box, puts and calls and other transactions in securities
of Cal Dive, or derivatives thereof, and may sell and deliver their shares in
connection therewith. In addition, the selling shareholders may from time to
time sell their common stock in transactions permitted by Rule 144 under the
Securities Act.
As of the date of this prospectus, we have engaged no underwriter, broker,
dealer or agent in connection with any distribution of common stock pursuant to
this prospectus by the selling shareholders. To the extent required, the amount
of common stock to be sold, the purchase price, the name of any applicable
agent, broker, dealer or underwriter and any applicable commissions with respect
to a particular offer will be set forth in the applicable prospectus supplement.
The aggregate net proceeds to the selling shareholders from the sale of their
common stock offered hereby will be the sale price of those shares, less any
commissions, if any, and other expenses of issuance and distribution not borne
by us.
The selling shareholders and any brokers, dealers, agents or underwriters
that participate with the selling shareholders in a distribution of common stock
may be deemed to be "underwriters" within the meaning of the Securities Act, in
which event any discounts, concessions and commissions received by such brokers,
dealers, agents or underwriters and any profit on the resale of the shares
purchased by them may be deemed to be underwriting discounts and commissions
under the Securities Act.
The applicable prospectus supplement will set forth the extent to which we
will have agreed to bear fees and expenses of the selling shareholders in
connection with the registration of the common stock being offered hereby by
them. We may, if so indicated in the applicable prospectus supplement, agree to
indemnify selling shareholders against certain civil liabilities, including
liabilities under the Securities Act.
LEGAL MATTERS
Unless otherwise specified in a prospectus supplement, certain legal
matters with respect to the validity of the common stock will be passed upon for
the Company by our Senior Vice President and General Counsel, Andrew C. Becher,
and certain other legal matters will be passed upon for the Company by Fulbright
& Jaworski L.L.P., Houston, Texas. As of July 18, 2000, lawyers at Fulbright &
Jaworski L.L.P. working on this offering owned 1,000 shares of our common stock.
Any underwriters will be advised about other issues relating to any offering by
their own legal counsel.
EXPERTS
The financial statements incorporated by reference in this prospectus and
elsewhere in the registration statement have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their report with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in accounting and auditing in giving said report.
The estimated reserve evaluations and related calculations of Miller &
Lents, Ltd. incorporated by reference in this prospectus and elsewhere in this
registration statement have been included herein and therein in reliance upon
the authority of said firm as an expert in petroleum engineering.
8
12
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934. You may inspect those reports, proxy statements
and other information at the Public Reference Section of the SEC at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and the
Regional Offices of the SEC at Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511, and 7 World Trade Center, New York, New York
10048. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. You may also obtain copies of those materials from the
Public Reference Section of the SEC at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.
The SEC maintains a World Wide Web site on the Internet at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding us. Our common stock is listed on the Nasdaq
National Market. Reports, proxy and information statements and other information
concerning CDI can also be inspected at the Nasdaq National Market at 1735 K
Street, N.W., Washington, D.C. 20006.
We have filed with the SEC a registration statement on Form S-3 covering
the common stock offered by this prospectus. This prospectus is only a part of
the registration statement and does not contain all of the information in the
registration statement. For further information on us and the common stock being
offered, please review the registration statement and the exhibits that are
filed with it, as the same may be amended or supplemented from time to time.
Statements made in this prospectus that describe documents may not necessarily
be complete. We recommend that you review the documents that we have filed with
the registration statement to obtain a more complete understanding of those
documents.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" information into this
prospectus, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is deemed to be part of this prospectus, except for
any information superseded by information in this prospectus. This prospectus
incorporates by reference the documents set forth below that we previously filed
with the SEC. These documents contain important information about us.
The following documents that we have filed with the SEC (File No. 0-22739)
are incorporated by reference into this prospectus:
- Our Annual Report on Form 10-K for the year ended December 31, 1999; and
- Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2000.
All documents that we file pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 after the date of this prospectus will be
deemed to be incorporated in this prospectus by reference and will be a part of
this prospectus from the date of the filing of the document. Any statement
contained in a document incorporated or deemed to be incorporated by reference
in this prospectus will be deemed to be modified or superseded for purposes of
this prospectus to the extent that a statement contained in this prospectus or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference in this prospectus modifies or supersedes that
statement. Any statement that is modified or superseded will not constitute a
part of this prospectus, except as modified or superseded.
We will provide without charge to each person, including any beneficial
owner, to whom a copy of this prospectus has been delivered, upon written or
oral request, a copy of any or all of the documents incorporated by reference in
this prospectus, other than the exhibits to those documents, unless the exhibits
are specifically incorporated by reference into the information that this
prospectus incorporates. You should direct a request for copies to us at 400 N.
Sam Houston Parkway E., Suite 300, Houston, Texas 77060, Attention: Secretary
(telephone number: (281) 618-0400).
9
13
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses in connection with
the distribution of the Securities covered by this Registration Statement. All
of the expenses will be borne by the Company except as otherwise indicated.
Registration fee under the Securities Act................... $56,192.40
Printing and engraving expenses............................. *
Legal fees and expenses..................................... *
Accounting fees and expenses................................ *
Miscellaneous............................................... *
----------
Total............................................. $ *
- ---------------
* To be provided by amendment.
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Minnesota Statutes Section 302A.521 provides that a corporation organized
under Minnesota law shall indemnify any director, officer, employee or agent of
the corporation made or threatened to be made a party to a proceeding, by reason
of the former or present official capacity (as defined) of the person, against
judgments, penalties, fines, settlements and reasonable expenses incurred by the
person in connection with the proceedings if certain statutory standards are
met. "Proceeding" means a threatened, pending or completed civil, criminal,
administrative, arbitration or investigative proceeding, including one by or in
the right of the corporation. Section 302A.521 contains detailed terms regarding
such rights of indemnification and reference is made thereto for a complete
statement of such indemnification rights.
Reference is made to any underwriting agreement filed by amendment or to be
incorporated by reference from a periodic report filed hereafter in connection
with or prior to any offering of common stock for a description of
indemnification arrangements related to that offering.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
ITEM 16. EXHIBITS.
**1.1 -- Form of Underwriting Agreement for common stock
3.1 -- Amended and Restated Articles of Incorporation of
registrant, incorporated by reference to Exhibit 3.1 to
the Form S-1 Registration Statement filed by the Company
on May 1, 1997, as amended (Reg. No. 333-26357) (the
"Form S-1").
3.2 -- Bylaws of registrant, incorporated by reference to
Exhibit 3.2 to the Form S-1.
II-1
14
4.1 -- Amended and Restated Loan and Security Agreement by and among registrant, ERT and Fleet
Capital Corporation (f/n/a Shawmut Capital Corporation) dated as of May 23, 1995,
incorporated by reference to Exhibit 4.1 to the Form S-1.
4.2 -- Amendment No. 5 to Loan, incorporated by reference to Exhibit 4.2 to the Form S-1.
4.3 -- Form of Common Stock certificate, incorporated by reference to Exhibit 4.3 to the Form
S-1.
4.4 -- Shareholders Agreement by and among registrant, Coflexip, First Reserve Secured Energy
Assets Fund, First Reserve Fund V, First Reserve Fund V-2, First Reserve Fund VI, (the
"First Reserve Shareholders"), Messrs. Kratz and Nelson and other shareholders of the
Company incorporated by reference to Exhibit 4.4 to the Form S-1.
4.5 -- Registration Rights Agreement by and between the Company, the First Reserve
Shareholders, Messrs. Kratz, Nelson and other shareholders of the Company incorporated
by reference to Exhibit 4.5 to the Form S-1.
4.6 -- Registration Rights Agreement by and between the Company and Coflexip incorporated by
reference to Exhibit 4.6 to the Form S-1.
*5.1 -- Opinion of Andrew C. Becher.
10.1 -- Purchase Agreement dated April 11, 1997 by and between Coflexip and the Company
incorporated by reference to Exhibit 10.1 to the Form S-1.
*10.2 -- 2000 Annual Incentive Compensation Program.
10.3 -- 1995 Long Term Incentive Plan, as amended, incorporated by reference to Exhibit 10.3 to
the Form S-1.
10.4 -- Employment Agreement between Owen Kratz and the Company dated February 28, 1999,
incorporated by reference to Exhibit 10.5 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1998 (the "1998 Form 10-K").
10.5 -- Employment Agreement between Martin R. Ferron and the Company dated February 28, 1999,
incorporated by reference to Exhibit 10.6 to the 1998 Form 10-K.
10.6 -- Employment Agreement between S. James Nelson and the Company dated February 28, 1999,
incorporated by reference to Exhibit 10.7 to the 1998 Form 10-K.
10.7 -- Employment Agreement between Louis L. Tapscott and the Company dated February 28, 1999,
incorporated by reference to Exhibit 10.8 to the 1998 Form 10-K.
21.1 -- Subsidiaries of the Registrant. The Company has four subsidiaries, Energy Resource
Technologies, Inc., Cal Dive Offshore, Ltd., Aquatica, Inc. and Cal Dive I -- Title XI,
Inc.
*23.1 -- Consent of Arthur Andersen LLP.
*23.2 -- Consent of Miller & Lents, Ltd.
*23.3 -- Consent of Andrew C. Becher (included in Exhibit 5.1).
*24.1 -- Powers of Attorney from members of the Board of Directors and certain officers of the
registrant (contained on pages II-5 and II-6).
- ---------------
* Filed herewith.
** To be filed by amendment or to be incorporated by reference from a periodic
report filed hereafter in connection with or prior to an offering of common
stock.
II-2
15
ITEM 17. UNDERTAKINGS.
The registrant hereby undertakes:
- To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
- to include any prospectus required by section 10(a)(3) of the Act of
1933;
- to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; and
- to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that the undertakings set forth in the previous two
clauses do not apply if the information required to be included in a
post-effective amendment by those clauses is contained in periodic
reports filed with or furnished to the Securities and Exchange
Commission by the Company pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement.
- That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a
new registration statement relating to the Securities offered therein,
and the offering of such Securities at that time shall be deemed to be
the initial bona fide offering thereof.
- To remove from registration by means of a post-effective amendment any of
the Securities being registered which remain unsold at the termination of
the offering.
- That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Company's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the Securities offered
therein, and the offering of such Securities at that time shall be deemed
to be the initial bona fide offering thereof.
- That, for purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as
part of a registration statement in reliance upon Rule 430A and contained
in a form of prospectus filed by the registrants pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be
deemed to be part of this registration statement as of the time it was
declared effective.
- That, for the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the Securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-3
16
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Cal Dive
International, Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on July 20, 2000.
CAL DIVE INTERNATIONAL, INC.
By: /s/ S. JAMES NELSON, JR.
----------------------------------
S. James Nelson, Jr.
Executive Vice President and
Chief Financial Officer
Know all men by these presents, that each individual whose signature
appears below constitutes and appoints Owen Kratz and Andrew C. Becher and each
of them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same and all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting said attorney-in-fact and agent, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or either of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities on July 20, 2000.
NAME TITLE
---- -----
/s/ OWEN KRATZ Chairman, Chief Executive Officer and
- ----------------------------------------------------- Director (principal executive officer)
Owen Kratz
/s/ MARTIN R. FERRON President, Chief Operating Officer and
- ----------------------------------------------------- Director
Martin R. Ferron
/s/ S. JAMES NELSON, JR. Executive Vice President, Chief Financial
- ----------------------------------------------------- Officer and Director (principal financial
S. James Nelson, Jr. officer)
/s/ A. WADE PURSELL Vice President -- Finance (principal
- ----------------------------------------------------- accounting officer)
A. Wade Pursell
/s/ GORDON F. AHALT Director
- -----------------------------------------------------
Gordon F. Ahalt
/s/ BERNARD J. DUROC-DANNER Director
- -----------------------------------------------------
Bernard J. Duroc-Danner
/s/ CLAIRE GIRAULT Director
- -----------------------------------------------------
Claire Girault
/s/ ALINE F. MONTEL Director
- -----------------------------------------------------
Aline F. Montel
Director
- -----------------------------------------------------
Kevin Wood
II-4
17
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------- -----------
**1.1 -- Form of Underwriting Agreement for common stock
3.1 -- Amended and Restated Articles of Incorporation of
registrant, incorporated by reference to Exhibit 3.1 to
the Form S-1 Registration Statement filed by the Company
on May 1, 1997, as amended (Reg. No. 333-26357) (the
"Form S-1").
3.2 -- Bylaws of registrant, incorporated by reference to
Exhibit 3.2 to the Form S-1.
4.1 -- Amended and Restated Loan and Security Agreement by and
among registrant, ERT and Fleet Capital Corporation
(f/n/a Shawmut Capital Corporation) dated as of May 23,
1995, incorporated by reference to Exhibit 4.1 to the
Form S-1.
4.2 -- Amendment No. 5 to Loan, incorporated by reference to
Exhibit 4.2 to the Form S-1.
4.3 -- Form of Common Stock certificate, incorporated by
reference to Exhibit 4.3 to the Form S-1.
4.4 -- Shareholders Agreement by and among registrant, Coflexip,
First Reserve Secured Energy Assets Fund, First Reserve
Fund V, First Reserve Fund V-2, First Reserve Fund VI,
(the "First Reserve Shareholders"), Messrs. Kratz and
Nelson and other shareholders of the Company incorporated
by reference to Exhibit 4.4 to the Form S-1.
4.5 -- Registration Rights Agreement by and between the Company,
the First Reserve Shareholders, Messrs. Kratz, Nelson and
other shareholders of the Company incorporated by
reference to Exhibit 4.5 to the Form S-1.
4.6 -- Registration Rights Agreement by and between the Company
and Coflexip incorporated by reference to Exhibit 4.6 to
the Form S-1.
*5.1 -- Opinion of Andrew C. Becher.
10.1 -- Purchase Agreement dated April 11, 1997 by and between
Coflexip and the Company incorporated by reference to
Exhibit 10.1 to the Form S-1.
*10.2 -- 2000 Annual Incentive Compensation Program.
10.3 -- 1995 Long Term Incentive Plan, as amended, incorporated
by reference to Exhibit 10.3 to the Form S-1.
10.4 -- Employment Agreement between Owen Kratz and the Company
dated February 28, 1999, incorporated by reference to
Exhibit 10.5 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1998 (the "1998 Form
10-K").
10.5 -- Employment Agreement between Martin R. Ferron and the
Company dated February 28, 1999, incorporated by
reference to Exhibit 10.6 to the 1998 Form 10-K.
10.6 -- Employment Agreement between S. James Nelson and the
Company dated February 28, 1999, incorporated by
reference to Exhibit 10.7 to the 1998 Form 10-K.
10.7 -- Employment Agreement between Louis L. Tapscott and the
Company dated February 28, 1999, incorporated by
reference to Exhibit 10.8 to the 1998 Form 10-K.
18
EXHIBIT
NUMBER DESCRIPTION
------- -----------
21.1 -- Subsidiaries of the Registrant. The Company has four
subsidiaries, Energy Resource Technologies, Inc., Cal
Dive Offshore, Ltd., Aquatica, Inc. and Cal Dive
I -- Title XI, Inc.
*23.1 -- Consent of Arthur Andersen LLP.
*23.2 -- Consent of Miller & Lents, Ltd.
*23.3 -- Consent of Andrew C. Becher (included in Exhibit 5.1).
*24.1 -- Powers of Attorney from members of the Board of Directors
and certain officers of the registrant (contained on
pages II-5 and II-6).
- ---------------
* Filed herewith.
** To be filed by amendment or to be incorporated by reference from a periodic
report filed hereafter in connection with or prior to an offering of common
stock.
1
EXHIBIT 5.1
July 20,2000
Cal Dive International, Inc.
400 N. Sam Houston Parkway E.
Suite 400
Houston, Texas 77060
Gentlemen:
I am acting as General Counsel for Cal Dive International,
Inc., a Minnesota corporation (the "Company"), and give this opinion in
connection with the registration under the Securities Act of 1933, as amended
(the "Act"), of up to 4,300,000 shares of the Company's common stock, no par
value per share (the "Common Stock"), to be offered upon the terms and subject
to the conditions set forth in the Company's Shelf Registration Statement on
Form S-3 (the "Registration Statement") relating thereto filed with the U.S.
Securities and Exchange Commission.
In connection therewith, I have examined originals or copies
certified or otherwise identified to our satisfaction of the Amended and
Restated Articles of Incorporation of the Company, the Bylaws of the Company,
the corporate proceedings with respect to the offering of shares and such other
documents and instruments as I have deemed necessary or appropriate for the
expression of the opinions contained herein.
I have assumed the authenticity and completeness of all
records, certificates and other instruments submitted to us as originals, the
conformity to original documents of all records, certificates and other
instruments submitted to me as copies, the authenticity and completeness of the
originals of those records, certificates and other instruments submitted to us
as copies and the correctness of all statements of fact contained in all
records, certificates and other instruments that I have examined.
2
Cal Dive International, Inc.
July 20, 2000
Page 2
Based on the foregoing examination, I am of the opinion that
the 4,300,000 shares of Common Stock to the extent owned by certain holders of
securities of the Company have been duly and validly issued, and are fully paid
and nonassessable and, to the extent such shares are to be issued by the
Company, upon due authorization by the Company's Board of Directors and upon
compliance with the terms of any applicable indemnity agreements, such shares
will be duly and validly issued, and fully paid an nonassessable.
I hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the references to me under the caption "Legal
Matters" in the Prospectus included as part of the Registration Statement.
Very truly yours,
/s/ ANDREW C. BECHER
Andrew C. Becher
Senior Vice President
and General Counsel
ACB:sg
1
2000 ANNUAL INCENTIVE COMPENSATION PROGRAM
===============================================================================
COMPENSATION PHILOSOPHY
CDI Incentive Compensation Plans are designed to align the interests of
employees with those of Cal Dive shareholders to the maximum extent
possible. Employees will share in the superior performance of the company
recognizing that the shareholders are entitled to a threshold level of
performance in exchange for base salaries. The threshold level is based
on the Annual Budget established by management and approved by the Board
of Directors. Incentives based upon performance above that threshold
level can result in total cash compensation to CDI employees well above
competitive levels for the industry.
The 2000 Incentive Compensation Program is a direct continuation of the program
established in 1993. It is designed to reward key team members for the
contribution made towards achieving the company's growth and profitability
targets. Potential bonuses under this program are limited only by the success
and cost effectiveness of our combined effort.
o THRESHOLD PERFORMANCE: Incentive compensation is earned when
financial performance exceeds 90% of the 2000 Business Plan
(versus 100% for 1999 and 80% for 1998).
o PARTICIPATION: Significantly expanded participation in the
Operations pool.
o BONUS POOL: The bonus pool of the Operations pool is 25% in addition
to a bonus pool for the Administrative Group.
o SG&A: Operations pool is increased or decreased by variances to
budgeted SG&A expenses (as defined); i.e., Sales Department and
administrative costs related to personnel in the Operations pool.
o DISCRETIONARY COMPONENT: 30% of the allocated incentive award is
based upon discretion of Senior management and achievement of
individual goals.
o SUPPORT STAFF: Each Group may use a portion of their bonus pool or
incentives not awarded in the discretionary component to make bonus
payments to support staff.
o STOCKOPTIONS: New for 2000 will be the use of stock options plus
cash in payment of potential bonuses earned. The proposed plan
is in keeping with the authorized 10% level allocated for
employee stock options.
1
2
GENERAL CONDITIONS TO ALL PLANS
===============================================================================
ELIGIBILITY FOR PARTICIPATION
Participants must be on the payroll no later than June 30, 2000.
Participants who are not on the payroll as of January 1, 2000, will
have their OPPORTUNITY prorated by their months of service.
Incentive compensation awards will be granted to those participants
who have met the performance criteria set forth in this policy and
who are on the payroll December 31, 2000, for incentive compensation
under this plan. This plan is not to be construed in any way as a
guarantee of employment or an employment contract.
METHOD OF PAYMENT
Earned incentive compensation will be paid in cash by March 15.
CLARIFICATION/INTERPRETATION/MODIFICATION OF THE PLAN
The Compensation Committee of the Cal Dive Board of Directors shall
have the right and the sole authority at any time and without
restriction to clarify, interpret and/or modify this plan.
2
3
LIFE OF FIELD SERVICES GROUP
AQUATICA MANAGEMENT & OPERATIONS GROUP
MAJOR PROJECTS GROUP
SHALLOW WATER SERVICES GROUP
MARINE MANAGEMENT GROUP
BUSINESS DEVELOPMENT GROUP
SUPPLY CHAIN GROUP
===============================================================================
This program is for the benefit of certain personnel in the Groups listed
above, the Vice Presidents of these Groups and such other participants as
determined by the Group Vice Presidents and Executive Management.
Each eligible participant's incentive compensation OPPORTUNITY will be based on
the following:
1. Attaining 2000 "Subsea Division" (exclusive of ERT) gross
profit of $32,080,100 (90% of budgeted plan) will result in an
OPPORTUNITY equal to 10% of the eligible participants base
salary.
2. Attaining 2000 "Subsea Division" (exclusive of ERT) gross
profit of $35,644,600 will result in an additional OPPORTUNITY
equal to 10% of the eligible participants base salary.
3. Variances to budgeted Subsea SG&A (as defined) will be added
to (or deducted from) gross profit in determining 1 above.
4. A bonus pool will be established equal to 25% of all dollars
of gross profit (as adjusted) in excess of $35,644,600.
The bonus pool will be divided into three tiers and will be available as an
incentive compensation OPPORTUNITY for each eligible participant in direct
proportion to the ratio of the eligible participant base salaries.
TIER GROUP DESIGNATIONS:
Group 1 - Select Division Heads or Vice Presidents
Group 2 - Personnel in direct control of:
o Significant direct authorization control
responsibility of costs, or
o Significant direct negotiation or contracting
responsibility of costs or receivables.
3
4
Group 3 - Personnel in key roles of execution, operations with
impact to the bottom line.
Group 4 - Personnel in supporting roles with impact on cost
control.
Each participant's OPPORTUNITY will be awarded based as follows:
1. 70% of the total opportunity will be awarded based on achieving
the financial goals.
2. From 0 to 30% of the total opportunity will be awarded based on
a subjective evaluation by Executive Management regarding the
individual's efforts, contribution and success in achieving
specific goals established by the Group Vice President and
Martin Ferron. Any portion of the opportunity that is not
awarded may be reallocated to other plan participants.
3. Discretionary bonuses may be paid to support staff from the
bonus pool or incentives not awarded in the discretionary
component.
Stock options will also be used to incentivise those personnel in Groups 1 to
3.
OPTION POOL:
o 150,000 options per year shall be set aside for use in the incentive
compensation plan and shall be granted on March 1, 2000.
o The options will be issued in lieu of a cash bonus for achieving 80%
of budgeted gross profit, as in previous plans.
o Distribution of options: 6,000, 3,000 and 1,000 options will be
distributed to each person in Groups 1, 2 and 3 respectively.
o All options awarded to vest over three (3) years.
o Exercise price to be the market price on March 1, 2000.
The gross profit goal reflects management's assessment of revenue producing
assets on hand or expected to be acquired at the time the Business Plan is
prepared. The goal shall NOT be adjusted should any of these assets be sold or
not acquired subsequent to the Business Plan being approved by the board of
Directors. However, if the company subsequently purchases or otherwise acquires
new assets with the expectation of increasing the gross profit of the Subsea
Division, the gross profit levels will be adjusted to allow for a reasonable
return to the company. This adjustment will be based on the economics presented
to the Board of Directors as justification for the new equipment or service
(the approved AFE) and will be prorated for months in service. In addition, the
4
5
gross profit goal established in the approved Budget is NOT to be adjusted for
changes in accounting policy made during a fiscal year.
5
6
EXECUTIVE MANAGEMENT
ACCOUNTING, ADMINISTRATIVE & SAFETY PERSONNEL
===============================================================================
This program is for the benefit of certain members of executive management and
corporate accounting and administrative personnel.
Each eligible participant's incentive compensation opportunity will be based
upon the following:
1. Attaining the consolidated net income of $20,162,000 as
budgeted in the 2000 Business Plan before consideration of
bonuses paid under the Operations Group Plan.
2. Attaining consolidated net income above a "threshold" level
(80% of Budget) and up to targeted net income (110% of Budget)
will result in an opportunity equal to a specified percentage
of base salary.
3. A bonus pool will be established based upon (a) 4% of the first
$2 million of net income in excess of targeted net income, plus
(b) 6% of any consolidated net income in excess of targeted net
income plus $2 million.
The bonus pool will be available for each eligible participant in direct
proportion to the ratio of eligible participant base salaries. Each
participant's opportunity will be awarded based as follows:
1. 70% of the total opportunity will be awarded based upon
achieving financial goals.
2. From 0 to 30% of the total opportunity will be awarded based
upon a subjective evaluation by the Compensation Committee and
Executive management regarding the individual's efforts,
contribution and success in achieving specific goals
established by the Group Vice President and Board of Directors.
Any portion of the opportunity that is not awarded may be
reallocated to other participants.
3. Discretionary bonuses may be paid to support staff from the
bonus pool or incentives not awarded in the discretionary
component.
If the company purchases or otherwise acquires new assets with the expectation
of increasing the net income of the Subsea Division, consolidated net income
will be adjusted to allow for a reasonable return to the company. This
adjustment will be based on the economics presented to the Board of Directors
for justification for the new equipment or service (the approved AFE) and will
be prorated for months in service.
6
1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 17, 2000
included in Cal Dive International Inc.'s Form 10-K for the year ended December
31, 1999 and to all references to our Firm included in this registration
statement.
/s/ ARTHUR ANDERSEN LLP
Houston, Texas
July 19, 2000
1
EXHIBIT 23.2
[MILLER AND LENTS, LTD. LETTERHEAD]
July 18, 2000
Cal Dive International, Inc.
400 North Sam Houston Parkway East
Suite 400
Houston, Texas 77060
Re: Cal Dive International, Inc.
Securities and Exchange Commission Form S-3
Consent Letter
Gentlemen:
The firm of Miller and Lents, Ltd. consents to the naming of it as
experts and to the incorporation by reference of its report dated February 23,
2000 concerning the Oil and Gas Reserves and Future Net Revenues as of December
31, 1999 attributable to Energy Resource Technology, Inc. in the Registration
Statement of Cal Dive International, Inc. on Securities and Exchange Commission
Form S-3 to be filed with the Securities and Exchange Commission.
Miller and Lents, Ltd. has no interests in Cal Dive International, Inc.
or in any of its affiliated companies or subsidiaries and is not to receive any
such interest as payment for such report and has no director, officer or
employee employed or otherwise connected with Cal Dive International, Inc. We
are not employed by Cal Dive International, Inc. on a contingent basis.
Very truly yours,
MILLER AND LENTS, LTD.
By /s/ GREGORY W. ARMES
Gregory W. Armes
President
